§ 55-7-02. Special meeting. - North Carolina Statutes

§ 55‑7‑02. Special meeting.

(a)        A corporation shallhold a special meeting of shareholders:

(1)        On call of its boardof directors or the person or persons authorized to do so by the articles ofincorporation or the bylaws; or

(2)        In the case of acorporation that is not a public corporation, within 30 days after the holdersof at least ten percent (10%) of all the votes entitled to be cast on any issueproposed to be considered at the proposed special meeting sign, date, anddeliver to the corporation's secretary one or more written demands for themeeting describing the purpose or purposes for which it is to be held. Thewritten demand shall cease to be effective on the sixty‑first day afterthe date of signature appearing on the demand unless prior to the sixty‑firstday the corporation has received effective written demands from holderssufficient to call the special meeting.

(b)        If not otherwisefixed under G.S. 55‑7‑03 or G.S. 55‑7‑07, the recorddate for determining shareholders entitled to demand a special meeting is thedate the first shareholder signs the demand.

(c)        Specialshareholders' meetings may be held in or out of this State at the place statedin or fixed in accordance with the bylaws. If no place is stated or fixed inaccordance with the bylaws, special meetings shall be held at the corporation'sprincipal office.

(d)        Only businesswithin the purpose or purposes described in the meeting notice required by G.S.55‑7‑05(c) may be conducted at a special shareholders' meeting. (1901, c. 2, ss. 46, 49, 51;Rev., ss. 1179, 1188, 1190; C.S., ss. 1168, 1169, 1176; G.S., ss. 55‑105,55‑106, 55‑113; 1955, c. 1371, s. 1; 1959, c. 1316, ss. 21, 22;1985 (Reg. Sess., 1986), c. 801, s. 44; 1989, c. 265, s. 1; 1991, c. 645, s.17(a); 2001‑201, s. 15; 2002‑58, s. 1.)